Foreign Takeover Bids in China and the Netherlands : A Comparative Study of Its Legislative Design / Du Du.

Format:

Book

Author/Creator:

Du, Du, 1955- author.

Language:

English

Subjects (All):

Consolidation and merger of corporations--Law and legislation.

Consolidation and merger of corporations.

Investments, Foreign--Law and legislation.

Investments, Foreign.

Physical Description:

1 online resource (362 pages)

Edition:

First edition.

Place of Publication:

The Hague, The Netherlands : Eleven International Publishing, [2020]

Summary:

Foreign takeovers have triggered increasing vigilance of host governments, as foreign ownership is likely to be deemed a potential threat to local employment, strategic assets, economic network, high­tech competitiveness, and national security.Consequently, various countries have imposed different degrees of restriction on foreign investors.

Contents:

Intro

Acknowledgement

Abbreviations

Tables and Figures

Table of Contents

I Introduction

1 Background

2 Scope

2.1 Why foreign takeover bids?

2.2 Why state regulations of FDIs and corporate and securities laws?

2.2.1 State regulations of FDIs

2.2.2 Corporate and securities laws

2.3 Why China and the Netherlands?

3 Methodology

3.1 Doctrinal approach

3.2 Comparative approach

4 Scientific and societal relevance

5 Outline

II Theoretical Framework

1 Introduction

2 Why do takeovers occur: corporate law and economic perspectives

2.1 Defining the agency problem

2.2 Takeovers: driven by the agency problem

2.3 Takeovers: a potential antidote for the agency problem

3 The fear of foreign ownership

3.1 Effects on local employment

3.2 Effects on assets of strategic importance and domestic economic network

3.3 Effects on high-tech competitiveness

3.4 A remark: reflecting upon the fear of foreign ownership

4 The role of corporate and securities laws

4.1 Shareholders protection

4.2 Contestability determination

4.3 Power allocation

4.4 Interaction between corporate governance and foreign takeovers

5 The role of the state in regulating foreign takeovers

5.1 State regulations of FDIs

5.2 State intervention and protectionism

5.3 Keep the regulatory power of the state under control

6 Conclusion: building up the comparative framework

III Legislative Designs of Foreign Takeover Bids in China

2 Regulatory framework of foreign takeover bids

2.1 Sources of law

2.2 Main regulatory authorities

3 The role of state regulation

3.1 Industrial policies and the sector-based review

3.1.1 An "industry catalogue plus strict approval" approach.

3.1.2 Exploring and promoting a "negative list plus pre-establishment national treatment" approach

3.1.3 Implications of the deregulated approach

3.2 National security-based review

3.2.1 A gradually established national security review regime for foreign investments

3.2.2 The operation of the national security review

3.2.3 Reflecting upon the national security review regime

4 China's stock market reforms

4.1 An increasingly unified stock market

4.1.1 The integration of A-shares and B-shares

4.1.2 The conversion from non-tradable shares to tradable shares

4.2 An increasingly open stock market for foreign investors

4.2.1 From establishing an enterprise to purchasing B-shares

4.2.2 From the B-share market to the A-share market

4.2.3 From a trivial stake to a controlling stake

4.3 Summary: preconditions for the emergence of foreign takeover bids are gradually met

5 The role of corporate and securities laws

5.1 Typologies of takeover bids

5.2 Procedure of takeover bids and corresponding requirements

5.2.1 Pre-tender phase

5.2.2 Tender phase

5.2.3 Post-tender phase

5.3 Takeover defences

5.3.1 Divisions of corporate power: who has the final say on taking defensive measures?

5.3.2 Defensive measures and their legality

6 Preliminary concluding remarks

6.1 Prominent role of the government in regulating foreign takeovers

6.2 But state regulations have been continuously simplified and streamlined

6.3 Limited role of corporate and securities laws in defending local companies

6.4 But corporate and securities laws are expected to do more

IV Legislative Designs of Foreign Takeover Bids in the Netherlands

3 The role of corporate and securities laws.

3.1 Takeover Bids Directive 2004/25/EC

3.1.1 Aims of the Takeover Bids Directive

3.1.2 Pillars of the Takeover Bids Directive

3.1.3 A critical reflection: has the Takeover Bids Directive achieved its goals?

3.1.4 Summary

3.2 Typologies of takeover bids

3.3 Procedure of takeover bids and corresponding requirements

3.3.1 Pre-tender phase

3.3.2 Tender phase

3.3.3 Post-tender phase

3.4 Takeover defences

3.4.1 An overview

3.4.2 Preference shares

3.4.3 Depository receipts

3.4.4 Priority shares

3.4.5 Structure regime

3.5 Governing takeover defences

3.5.1 Enterprise Chamber and the inquiry proceeding

3.5.2 Standards set by case law

4 Emerging protective measures for Dutch companies

4.1 Newly established EU-wide screening framework of inward FDIs

4.1.1 Motivation of EU's initiative for a common screening framework

4.1.2 Major features of the EU FDI screening framework

4.2 Emerging measures to restrict foreign takeovers in the Netherlands

4.2.1 Sector-based approach

4.2.2 Strengthened defensive arrangements in corporate law

5 Preliminary concluding remarks

5.1 Prominent role of corporate law in governing foreign takeover bids

5.2 Strengthened corporate law instruments for better protection of Dutch companies

5.3 The Dutch government is expected to play a role to ward off unwanted buyers

V Comparative Observations, Conclusion, and Recommendations

2 Comparative Observations

2.1 Divergent regulatory approaches: corporate autonomy model vs. state dominance model

2.1.1 Corporate law remains the predominant instrument to protect domestic companies in the Netherlands

2.1.2 China mainly relies on state regulations to filter out unwanted foreign takeovers

2.2 Gradually aligned practice in China and the Netherlands.

2.2.1 China deregulates the regulation of foreign investment, while the Dutch government is ready to step in

2.2.2 Rules directing the bidding process are to a large extent similar in China and the Netherlands

2.2.3 Corporate and securities laws are expected to play a more significant role in regulating foreign takeovers in both jurisdictions

3 Conclusion

4 Recommendations

4.1 Joint efforts should be made to further refine the assessment framework of the deployment of takeover defences in China

4.2 China should gradually enhance the flexibility of its corporate law

4.3 Established principles to constrain the use of takeover defences should be consistently carried out in the Netherlands

4.4 Governments can do more to make regulations concerning foreign takeovers easier for foreign investors to access in both jurisdictions

4.5 Security-related terms should be narrowly defined, and remedies within the screening mechanism should be guaranteed in both jurisdictions

4.6 International dialogue and cooperation should be encouraged

A Final Concluding Remark

References.

Notes:

Includes bibliographical references.

Description based on print version record.

Description based on publisher supplied metadata and other sources.

ISBN:

90-5931-789-0

9789059317895

OCLC:

1377817969